Private Law Theory

ABSTRACT
Algorithm-based decision-making systems now govern a significant share of global commercial activity, ranging from automated lending decisions and insurance pricing to platform content moderation and smart contract execution; still, private international law has not kept pace with this transformation. Some existing legal and regulatory frameworks, including the European Union’s General Data Protection Regulation and AI Act, the United States’ sectoral statutes, and novel developing-country regulations, address algorithmic concerns primarily through an array of public-law mechanisms. They do not produce a harmonized private-law obligations capable of being applied beyond borders or creating enforceable rights between contracting parties. This gap leaves individuals exposed to dimmed, uncontestable, and potentially discriminatory automated decisions, with no coherent and satisfying international remedy. This article argues that the International Institute for the Unification of Private Law (UNIDROIT), on the occasion of its centenary, is uniquely positioned and suited to fill this void. Laying academic emphasis on UNIDROIT’s institutional mandate, its Principles of International Commercial Contracts, and its 2023 Digital Assets Principles, the article identifies five (5) interconnected principles that UNIDROIT should adopt, which are: algorithmic transparency; explainability in automated contractual decisions; a platform liability standard; a duty of fairness and non-discrimination; and a cross-border enforcement mechanism. Each principle is grounded in existing UNIDROIT doctrine, validated by comparative analysis across the EU, the United States, and the Global South, and assessed against some practical challenges. The article concludes on the ground that a UNIDROIT-led soft-law framework, coordinated with the aligning frameworks of UNCITRAL, the OECD, and the WTO, offers the most viable path to a coherent, technology-neutral, and globally legitimate foundation of trust for the international digital economy.

Owosanni, Emmanuel, Regulating Trust in the Digital Economy: Towards Harmonized Private Law Principles on Algorithmic Decision-Making and Platform Accountability under UNIDROIT (April 17, 2026).